Number of shares present in person or by proxy -          1,250,000
Number of shares absent ---------------------                       1,250,000
Percentage of attendance ---------------------                             100%

(A detailed list of stockholders is hereto attached as Annex "A.")

1. Call to Order

The President, Quentin G. Adre, Jr., presided over the meeting. The Secretary, Atty. Wilfredo M. Garrido, Jr., recorded the minutes of the proceedings.

The President, Quentin G. Adre, called the meeting to order promptly at 10:00 o’clock a.m. He then asked the Secretary to certify the existence of a quorum.

In response, the Secretary certified that on 3 May 1999, notices of the annual stockholders meeting were sent by personal delivery and mail to each of the Corporation’s stockholders-of-record. He further certified that 100% of the Corporation’s stockholders were present in person or by proxy at the meeting, such that there was a quorum for the transaction of business.

2. Election of Directors for 1999 - 2000

The body proceeded to take up the sole item in the agency, i.e., the election of a board of directors for the year 1999-2000.

Accordingly, the following were nominated for the positions of directors by Mr. Quentin G. Adre, Jr. – namely, to wit:

1. Quentin G. Adre, Jr.

2. Poncianco M. Pedro.

3. Baldwin Wijarn

4. Stephen G. Pedro

5. Luis G. Yulo

There being no other candidates for directors of the board, upon motion duly made and seconded, the nomination was duly closed.

3. Proclamation of Elected Directors

Since the election of the five (5) above-named nominees was uncontested, the presiding officer directed that all of the votes present be cast in favor of the above-named nominees, so that each nominee garnered 1,250,000 votes.

Elected by unanimous vote of all the stockholders present, the following were duly proclaimed as members of the board of directors, to wit:

1. Quentin G. Adre, Jr.

2. Poncianco M. Pedro.

3. Baldwin Wijarn

4. Stephen G. Pedro

5. Luis G. Yulo

The presiding officer then announced that the organizational meeting of the newly elected board of directors would be held immediately following the adjournment of the stockholders’ meeting.

4. Confirmation of the External Auditor

To ensure full accountability of the Corporation’s funds and property, the stockholders voted to confirm the Corporation’s external auditor, Pungonbayan & Araullo.

5. Adjournment

There being no further business to transact, on motion duly made and seconded, the meeting was adjourned at 11:30 a.m.Makati City, Metro Manila, 25 May 1999.

Attested by:

                 QUENTIN G. ADRE, JR
                          President